2020FYFALSE000127473700012747372020-01-012020-12-31iso4217:USD00012747372020-06-30xbrli:shares00012747372021-03-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number: 001-39049
EXAGEN INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | | | | |
| Delaware | | | 20-0434866 |
(State or other jurisdiction of
incorporation or organization) | | | (I.R.S. Employer
Identification No.) |
| | | | | | | |
| 1261 Liberty Way | | | | | |
| Vista | California | | | | 92081 |
| (Address of Principal Executive Offices) | | | (Zip Code) |
| | | | | |
| (760) | 560-1501 |
| (Registrant's Telephone Number, Including Area Code) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | XGN | | The Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934. | | | | | | | | | | | | | | |
| Large accelerated filer | ☐ | | Accelerated filer | ☐ |
| | | | |
| Non-accelerated filer | ☒ | | Smaller reporting company | ☒ |
| | | | |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act ☐
Indicate by check mark whether the registrant has filed a report on the attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $83.4 million, based on the closing price of the registrant's common stock on the Nasdaq Global Market of $12.41 per share.
Total shares of common stock outstanding as of the close of business on March 12, 2021 was 12,669,816.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which proxy statement will be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Explanatory Note
The sole purpose of this Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K for the year ended December 31, 2020 of Exagen Inc. (the "Company") filed with the Securities and Exchange Commission on March 16, 2021 (the "Form 10-K") is to (i) amend and restate Item 9A of Part II to include management's report on internal control over financial reporting in accordance with Rule 308(a) of Regulation S-K, and (ii) amend the certifications of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act (the "Certifications"), to correct an inadvertent omission of a portion of paragraph 4 of the Certifications. The Certifications are included herewith as Exhibits 31.1 and 31.2. Because no financial statements are being filed with this Amendment No. 1, paragraph 3 of each of the Certifications has been omitted, and the Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
Except as described above, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
Part II.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
As of December 31, 2020, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective based on those criteria.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption provided by the JOBS Act for "emerging growth companies."
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(1) All financial statements
The financial statements of Exagen Inc., together with the report thereon of BDO USA, LLP, an independent registered public accounting firm, are included in the Form 10-K beginning on page 96.
(2) Financial statement schedules
All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
(3) Exhibits
The following exhibits, as required by Item 601 of Regulation S-K, are incorporated by reference or are filed with this Amendment No. 1, in each case as indicated therein.
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| | Incorporated by Reference | |
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Exhibit Filing Date | Filed/Furnished Herewith |
| 3.1 | | 8-K | 001-39049 | 3.1 | 9/23/2019 | |
| 3.2 | | 8-K | 001-39049 | 3.2 | 9/23/2019 | |
| 4.1 | | S-1/A | 333-233446 | 4.1 | 9/9/2019 | |
| 4.2 | | S-1/A | 333-233446 | 4.2 | 9/9/2019 | |
| 4.3 | | S-1/A | 333-233446 | 4.7 | 9/9/2019 | |
| 4.4 | | S-1/A | 333-233446 | 4.9 | 9/9/2019 | |
| 10.1# | | S-1/A | 333-233446 | 10.1 | 9/9/2019 | |
| 10.2# | | S-1/A | 333-233446 | 10.2 | 9/9/2019 | |
| 10.3# | | S-1/A | 333-233446 | 10.3 | 9/9/2019 | |
| 10.4# | | S-1/A | 333-233446 | 10.4 | 9/9/2019 | |
| 10.5# | | 10-K | 001-39049 | 10.5 | 3/16/2021 | |
| 10.6# | | S-1/A | 333-233446 | 10.5 | 9/9/2019 | |
| 10.7† | | S-1/A | 333-233446 | 10.6 | 9/9/2019 | |
| 10.8† | | S-1/A | 333-233446 | 10.7 | 9/9/2019 | |
| 10.9† | | S-1/A | 333-233446 | 10.11 | 9/9/2019 | |
| 10.10† | | S-1/A | 333-233446 | 10.12 | 9/9/2019 | |
| 10.11 | | S-1/A | 333-233446 | 10.13 | 9/9/2019 | |
| 10.12† | | S-1/A | 333-233446 | 10.14 | 9/9/2019 | |
| 10.13 | | S-1/A | 333-233446 | 10.15 | 9/9/2019 | |
| 10.14 | | S-1/A | 333-233446 | 10.16 | 9/9/2019 | |
| | | | | | | | | | | | | | | | | | | | |
| 10.15† | | S-1/A | 333-233446 | 10.17 | 9/9/2019 | |
| 10.16† | | S-1/A | 333-233446 | 10.18 | 9/9/2019 | |
| 10.17† | | S-1/A | 333-233446 | 10.19 | 9/9/2019 | |
| 10.18† | | S-1/A | 333-233446 | 10.20 | 9/9/2019 | |
| 10.19 | | S-1/A | 333-233446 | 10.21 | 9/9/2019 | |
| 10.20† | | S-1/A | 333-233446 | 10.22 | 9/9/2019 | |
| 10.21† | | S-1/A | 333-233446 | 10.23 | 9/9/2019 | |
| 10.22† | | S-1/A | 333-233446 | 10.24 | 9/9/2019 | |
| 10.23† | | 10-Q | 001-39049 | 10.1 | 7/28/2020 | |
| 10.24† | | 10-Q | 001-39049 | 10.2 | 7/28/2020 | |
| 10.25† | | 10-K | 001-39049 | 10.25 | 3/16/2021 | |
| 10.26 | | 10-Q | 001-39049 | 10.1 | 7/28/2020 | |
| 10.27 | | 10-Q | 001-39049 | 10.2 | 7/28/2020 | |
| 10.28 | | 10-K | 001-39049 | 10.27 | 3/25/2020 | |
| 10.29 | | 10-K | 001-39049 | 10.28 | 3/25/2020 | |
| 10.30 | | 10-K | 001-39049 | 10.29 | 3/25/2020 | |
| 10.31 | | S-1/A | 333-233446 | 10.31 | 9/9/2019 | |
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| 10.32 | | 10-K | 001-39049 | 10.31 | 3/25/2020 | |
| 10.33 | | 10-K | 001-39049 | 10.32 | 3/25/2020 | |
| 10.34 | | 10-K | 001-39049 | 10.34 | 3/16/2021 | |
| 10.35 | | 10-K | 001-39049 | 10.33 | 3/25/2020 | |
| 10.36 | | S-1/A | 333-233446 | 10.32 | 9/9/2019 | |
| 10.37 | | S-1/A | 333-233446 | 10.33 | 9/9/2019 | |
| 10.38 | | 10-K | 001-39049 | 10.36 | 3/25/2020 | |
| 10.39 | | 10-Q | 001-39049 | 10.1 | 11/10/2020 | |
| 10.40# | | S-1/A | 333-233446 | 10.34 | 9/9/2019 | |
| 10.41 | | S-1/A | 333-233446 | 10.35 | 9/9/2019 | |
| 10.42# | | S-1/A | 333-233446 | 10.36 | 9/9/2019 | |
| 10.43# | | S-1/A | 333-233446 | 10.37 | 9/9/2019 | |
| 10.44# | | 10-K | 001-39049 | 10.41 | 3/25/2020 | |
| 10.45# | | S-1/A | 333-233446 | 10.38 | 9/9/2019 | |
| 10.46# | | 10-K | 001-39049 | 10.46 | 3/16/2021 | |
| 23.1 | | 10-K | 001-39049 | 23.1 | 3/16/2021 | |
| 24.1 | | 10-K | 001-39049 | 24.1 | 3/16/2021 | |
| 31.1 | | | | | | X |
| 31.2 | | | | | | X |
| 32.1* | | 10-K | 001-39049 | 32.1 | 3/16/2021 | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | 10-K | 001-39049 | 101.SCH | 3/16/2021 | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | 10-K | 001-39049 | 101.CAL | 3/16/2021 | |
| | | | | | | | | | | | | | | | | | | | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | 10-K | 001-39049 | 101.DEF | 3/16/2021 | |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document. | 10-K | 001-39049 | 101.LAB | 3/16/2021 | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | 10-K | 001-39049 | 101.PRE | 3/16/2021 | |
* This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
# Indicates management contract or compensatory plan.
† Portions of this exhibit (indicated by asterisks) have been omitted for confidentiality purposes.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | EXAGEN INC. |
| | |
| | |
| Date: April 1, 2021 | by: | /s/ Fortunato Ron Rocca |
| | Fortunato Ron Rocca |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | | |
| /s/ Fortunato Ron Rocca | | President, Chief Executive Officer and Director | | April 1, 2021 |
| Fortunato Ron Rocca | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Kamal Adawi | | Chief Financial Officer and Corporate Secretary | | April 1, 2021 |
| Kamal Adawi | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Chairman of the Board of Directors | | April 1, 2021 |
| Brian Birk | | | | |
| | | | | |
| * | | Director | | April 1, 2021 |
| Jeff Elliott | | | | |
| | | | | |
| * | | Director | | April 1, 2021 |
| Wendy S. Johnson | | | | |
| | | | | |
| * | | Director | | April 1, 2021 |
| Tina S. Nova, Ph.D. | | | | |
| | | | | |
| * | | Director | | April 1, 2021 |
| Ebetuel Pallares, Ph.D. | | | | |
| | | | | |
| * | | Director | | April 1, 2021 |
| Bruce C. Robertson, Ph.D. | | | | |
| | | | | |
| * | | Director | | April 1, 2021 |
| James L.L. Tullis | | | | |
| | | | | |
| *By: | /s/ Fortunato Ron Rocca | | | | |
| Fortunato Ron Rocca | | | | |
| Attorney-in-fact | | | | |
